SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2016 | 3. Issuer Name and Ticker or Trading Symbol PROTEOSTASIS THERAPEUTICS, INC. [ PTI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 02/10/2016 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Redeemable Preferred Stock | (1) | (1) | Common Stock | 2,416,612(1) | (1) | D(2) | |
Series B Convertible Redeemable Preferred Stock | (3) | (3) | Common Stock | 366,455(3) | (3) | D(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Convertible Redeemable Preferred Stock (the "Series A Shares") are convertible on a 10.8102-to-1 basis into the Issuer's Common Stock at any time at the election of the Reporting Person and will automatically convert, together with the accrued but unpaid dividends, upon closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3. The Series A Shares do not have an expiration date. |
2. Perrigo Science One Ltd. ("Science") (formerly Elan Science One Ltd.) is the direct owner of these securities. Science is a direct or indirect, wholly-owned subsidiary of each of the other reporting persons. |
3. The Series B Convertible Redeemable Preferred Stock (the "Series B Shares") are convertible on a 10.8102-to-1 basis into the number of shares of the Issuer's Common Stock as shown in column 3 at any time at the election of the Reporting Person and will automatically convert upon the closing of the Issuer's initial public offering. The Series B Shares do not have an expiration date. |
Remarks: |
This form amends and restates the Form 3 previously filed to reflect the change in name of Elan Science One Ltd. to Perrigo Science One Ltd. and to add each of Perrigo Company plc, Perrigo Holdings Ltd., Elan Pharma International Limited and Perrigo Corporation Limited as additional reporting persons. The additional reporting persons are the direct and indirect parents of Science. |
/s/Todd Kingma, Secretary of Perrigo Science One Ltd. | 02/18/2016 | |
/s/Todd Kingma, Secretary of Perrigo Corporation Limited | 02/18/2016 | |
/s/Todd Kingma, Director of Elan Pharma International Limited | 02/18/2016 | |
/s/Todd Kingma, Secretary of Perrigo Holdings Ltd. | 02/18/2016 | |
/s/Todd Kingma, Secretary of Perrigo Company plc | 02/18/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |